Strength Dignity, Qllality ofUJc

MISSOURI HOUSINGDEVELOPMENT COMMISSION

Jeremiah W.(Jay) Nixon

Governor

February 17,2011

Elizabeth M. Murphy, SecretarySecurities and Exchange Commission100 F Street, NEWashington, DC 20549-1090

Peter KinderLieutenant Governor Re: File Number S7-45-1O

Clint ZweifelState Treasurer

Chris KosterAttorney General

Jeffrey S. BayChairman

Cale BradfordVice Chairman

Troy L. NashSecretary-Treasurer

Timothy JoyceCommissioner

John StanfieldCommissioner

Margaret D.Lineberry

Executive Director

Kansas City3435 Broadway

Kansas City, MO 64111816-759-6600

Fax 816-759-6828TIY 816-759-6839

St. Louis4625 Lindell, Suite 300

St. louis, MO 63108314-877-1350

Fax 314-877-1360m 314-877-1303

Dear Ms. Murphy:

Missouri Housing Development Commission (MHDC) submits for considerationthe following comments regarding SEC's proposed rule on the registration ofmunicipal advisors (File Number S7-45-10). Of particular concern to MHDC is theapparent intent to subject non-elected municipal board members to the registrationrequirements for municipal advisors.

As the housing finance agency (HFA) for the state of Missouri, MHDC issuestaxable and tax-exempt bonds to support affordable housing activities, includinghomeowner mortgages and the production of affordable rental housing. MHDC isestablished and authorized by Chapter 215 of the Revised Statutes of Missouri andconstitutes a body corporate and politic. MHDC is governed by a 10-memberBoard of Commissioners consisting of four (4) statewide elected officials(Governor, Lieutenant Governor, State Treasurer and Attorney General) as well assix (6) non-elected members who are appointed by the Governor and confirmed bythe Missouri State Senate.

Our understanding of the proposed rule is that the six (6) non-elected members ofour Board of Commissioners would be required to register with the SEC asmunicipal advisors, and they also would be subject to the proposed rule'sheightened fiduciary standards applicable to municipal advisors thereby making ournon-elected Board members potentially civilly and criminally liable for violationsof the SEC's regulations. We also note that the proposed rule might impact thestaff members of the elected members of our Board in those instances in whichsuch staff members are acting as full voting members of the Board in the absenceof the elected official. Specifically, Missouri statute allows Deputy StateTreasurers and Assistant Attorney Generals to fulfill the obligations of the StateTreasurer and the Attorney General, respectively, as needed. Given that these staffmembers are neither elected members of the Board nor employees of MHDC, theyalso may be subject to the proposed rule.

Elizabeth M. Murphy, SecretaryFebruary 17,2011Page 2

We fear the proposed rule's extensive reporting requirements and increasedfiduciary liability would create a strong deterrent to the willingness of any memberof the public to serve on MHDC's Board of Commissioners. Such a result wouldunfortunately undermine the very rationale for having members of the public serveon such boards, which is to open the policy- and decision-making process toindividuals from a wide variety of backgrounds and experiences. Similarly, if theboard members' deliberations were overly hampered by concerns about whethertheir comments constituted "advising," the proposed rule would have the oppositeeffect of the law's intent by creating tension and a potential conflict between thebest interests of the public and the interests of individual members.

The benefit to be gained by the SEC and the municipal finance system fromrequiring non-elected board members to register as municipal advisors is notimmediately apparent to us. The state of Missouri already requires all agencyboard members to file annual personal financial disclosures with the State EthicsCommission, and such board members' conduct is already governed by Missouristatutes that impose ethical standards of conduct on all public officials.

Further, a strong case could be made that non-elected board members do not advisethe board, because they are the board and therefore are advising themselves. It isdifficult and confusing to know where the line would be drawn between a boardmember "advising" the board as opposed to simply taking part in deliberations andactively fulfilling his or her role as board member. Beyond this concern, as apractical matter most of the members of our Board of Commissioners are notexperts in the field of municipal finance and thus they rely on MHDC's staff andfinancial advisors to provide information and advice on municipal finance issues.

For all of these reasons, Missouri Housing Development Commission respectfullyrequests that the SEC expressly exempt members of municipal boards from thedefinition of municipal advisor as set forth in File Number S7-45-10.

Thank you for your consideration of this request.

Sincerely,

Marg t D. LineberryExecutive Director